February 24, 2004 Sterling Bancorp Letterhead Mr. John C. Millman, President Sterling Bancorp 650 Fifth Avenue New York, New York 10019 Dear Mr. Millman: This will confirm the following amendment to your Amended and Restated Employment Agreement,...

                                                              Exhibit 10.(xv)(b)

                                                               February 24, 2004

                           Sterling Bancorp Letterhead

Xx. Xxxx X. Xxxxxxx, President
Xxxxxxxx Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Dear Xx. Xxxxxxx:

This will confirm the following amendment to your Amended and Restated
Employment Agreement, dated as of March 22, 2002, with our Company which was
last amended by letter agreement dated February 26, 2003:

          The date in the third line of Paragraph 1 (captioned "Term")
                        is amended to December 31, 2006.

The foregoing amendment was recommended by the Compensation Committee and
approved by the Board of Directors at its February 19, 2004 meeting.

Kindly sign and return the enclosed copy to the Company in order to confirm your
understanding and acceptance of the foregoing amendment.

                                               Sincerely,

                                               Sterling Bancorp


                                               By: /s/ Xxxxxx Xxxxxxx
                                                  -------------------------
                                                        Secretary


Agreed:


 /s/ Xxxx X. Xxxxxxx
-----------------------------
     Xxxx X. Xxxxxxx